Common use of SEC Documents; Internal Controls Clause in Contracts

SEC Documents; Internal Controls. (a) Since January 1, 2017, all reports, including but not limited to the Annual Reports on Form 10-K, the Quarterly Reports on Form 10-Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by Parent or any Parent Subsidiary with or to the SEC (the “Parent SEC Reports”) have been timely filed or furnished. For a period of at least twelve calendar months immediately prior to the Execution Date, all Parent SEC Reports have been filed in a timely manner. The Parent SEC Reports shall not include any reports required to be filed or furnished by any entity prior to such entity becoming a Parent Subsidiary. Each of the Parent SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act), and (ii) as of its effective date (in the case of Parent SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any Parent SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution Date or (y) with respect to information supplied in writing by or on behalf of DM, as to which Parent makes no representation or warranty.

SEC Documents; Internal Controls. (a) Since Except as set forth on Section 4.5(a) of the Parent Disclosure Letter, since January 1, 20172013, all reports, including but not limited to the Annual Reports on Form 10-K, the Quarterly Reports on Form 10-Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectuses, registration statements and other documents required to be filed or furnished by Parent or any Parent Subsidiary with or to the SEC have been or will be timely filed or furnished (the “Parent SEC Reports”) have been timely filed or furnished. For a period of at least twelve calendar months immediately prior to the Execution Date, all Parent SEC Reports have been filed in a timely manner. The Parent SEC Reports shall not include any reports required to be filed or furnished by any entity prior to such entity becoming a Parent Subsidiary). Each of the Parent SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act), and (ii) as of its effective date (in the case of Parent SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its filing date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements (x) in any Parent SEC Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the Execution Date or (y) with respect to information supplied in writing by or on behalf of DMWPZ, as to which Parent makes no representation or warranty.

SEC Documents; Internal Controls. (a) Since January 1, 2017, The Company has filed all reports, including but not limited to the Annual Reports on Form 10-K, the Quarterly Reports on Form 10-Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or otherwise), forms, schedules, certifications, prospectusesproxy statements, registration statements statements, forms and other documents required to be filed or furnished by Parent or any Parent Subsidiary it with or to the SEC since December 31, 2003 (collectively, including any exhibits and schedules thereto and all documents incorporated by reference therein, and those documents that the Company files after the date hereof, the “Parent Company SEC ReportsDocuments”). No Subsidiary of the Company is required to file any report, proxy statement, registration statement, form or other document with the SEC. None of the Company SEC Documents, as of their respective filing and effective dates (or, if amended (i) have been timely filed or furnished. For a period of at least twelve calendar months immediately prior to the Execution Datedate hereof, all Parent with respect to any Company SEC Reports have been Document originally filed in a timely manner. The Parent SEC Reports shall not include any reports required to be filed on or furnished by any entity prior to such entity becoming a Parent Subsidiary. Each of the Parent SEC Reports (i) complied in all material respects with the requirements of applicable Law (including the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act), and date hereof or (ii) after the date hereof, with respect to any Company SEC Document originally filed after the date hereof, then in each case as of its the respective filing and effective date (in the case dates of Parent SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its filing date did not such amendment), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All of such Company SEC Documents (or, except for if amended (i) prior to the date hereof, with respect to any statements Company SEC Document originally filed on or prior to the date hereof or (xii) after the date hereof, with respect to any Company SEC Document originally filed after the date hereof, then in each case as of the respective filing and effective dates of such amendment) complied or will comply in form and substance, in all material respects, with the applicable requirements of the Securities Act and the Exchange Act, each as in effect on the date so filed. The Company is in compliance in all material respects with the applicable provisions of SOX. No executive officer of the Company has failed in any Parent SEC Report that may have been modified by an amendment respect to such report make the certifications of him or a subsequent report her under Sections 302 or 906 of SOX or Rules 13a-14 or 15d-14 under the Exchange Act. Except for (i) requests to extend the duration of confidential treatment of redacted portions of exhibits filed with the SEC, (ii) correspondence relating to SEC prior reviews and comments as to which no comments remain outstanding, and (iii) as are available in EXXXX, the Execution Date Company has provided to Parent copies of all correspondence sent to or (y) with respect to information supplied in writing received from the SEC by or on behalf of DMthe Company and its Subsidiaries since December 31, as 2003. There are no outstanding comments from or unresolved issues raised by the SEC with respect to which Parent makes no representation or warrantyany of the Company SEC Documents.